How to Negotiate a Contract on a Video Call in English

Negotiating a contract in your second language can feel like a high-wire act, especially over a video call where you can't read the room as easily. The language is precise, the stakes are high, and a small misunderstanding can have large consequences. This guide provides a structured approach to help you prepare for, navigate, and successfully finalize contract negotiations in English, ensuring you protect your interests with confidence.

Before the Call: Preparation is Everything

Successful negotiation begins long before you click “Join Meeting.” Rushing this stage is the most common mistake. Give yourself ample time to prepare, as this is where you build the foundation for a good outcome.

Understand Your Goals and Limits

Before you even look at the contract, define your own position. What is the ideal outcome? What is an acceptable outcome? At what point would you walk away from the deal? Think beyond just the price.

• Must-haves: These are your non-negotiable requirements. For example, a specific liability cap or net-30 payment terms.
• Nice-to-haves: These are points you would like to get but are willing to concede in exchange for something else. This could be a longer warranty period or a more favorable reporting schedule.
• Walk-away points: These are the deal-breakers. If the other party insists on a certain clause that you cannot accept, you must be prepared to end the negotiation.

Review the Draft Contract Thoroughly

Read every single line of the draft agreement. Do not skim. Pay special attention to clauses covering liability, termination, payment terms, intellectual property, and confidentiality. As a non-native English speaker, you should be extra diligent with legal terminology.

• Use a reliable dictionary or legal glossary for terms you don't recognize.
• Highlight sections that are unclear, unfavorable, or that you simply have questions about.
• Begin making notes directly on the document or in a separate file, referencing the specific clause number for each point.

Prepare Your Talking Points

For each clause you've highlighted, create a clear, structured talking point. This prevents you from forgetting your argument or getting flustered on the call. For each point, write down:

1. The Clause: For example, "Section 7.1: Termination for Convenience."
2. Your Concern: "The current draft allows the client to terminate with only 14 days' notice, which presents a significant business risk for us."
3. Your Proposed Change: "We propose changing the notice period to 60 days."
4. Your Rationale (The 'Why'): "A 60-day period allows us to properly reallocate resources and manage our project pipeline without disruption. This is a standard term in our industry for contracts of this size."

Having a strong rationale is the most persuasive part of your argument.

During the Call: Navigating the Negotiation

With your preparation complete, you can enter the call with a clear plan. Your goal is to be professional, clear, and firm but flexible.

Setting the Agenda

Begin the call by establishing a clear purpose and structure. This demonstrates professionalism and helps keep the conversation on track.

• Example phrase: "Thanks for making the time today. My goal is to walk through the draft agreement, discuss the points we've each flagged, and hopefully reach an agreement on the main terms."
• Example phrase: "I've reviewed the contract and have a few points to discuss, primarily in sections 4, 7, and 9. Perhaps we can go through the document section by section?"

Discussing Clauses Point by Point

Follow a logical order, usually by working through the contract sequentially. When you get to a point you want to discuss, introduce it clearly.

• Introducing a point: "Moving on to section 3.2 regarding payment terms, I have a question here."
• Asking for clarification: "I want to ensure I fully understand clause 5.1. Could you explain the reasoning behind the 90-day review period?"
• Proposing a change: "Regarding the liability cap in section 8, we would like to propose changing it from one times the annual fees to two times. The reason for this is the high value of the data we will be managing."

Using "If... then..." constructions can be a powerful way to frame a compromise: "If you can agree to net-30 payment terms, then we can agree to the quarterly reporting schedule you've proposed."

Handling Disagreements and Pauses

Expect pushback. A negotiation is a two-way conversation. When the other party disagrees, stay calm and professional.

1. Acknowledge their position: "I understand your perspective on the exclusivity clause and why it's important for you."
2. Gently restate your concern: "From our side, the concern remains that its current scope is too broad and could limit our growth in an unrelated market."
3. Suggest a compromise: "What if we were to define the scope of the exclusivity more narrowly, to cover only direct competitors in the European market?"

Don't be afraid of silence. After you make a point or ask a question, pause. Give the other person time to think. Rushing to fill the silence can signal nervousness and may lead you to make unnecessary concessions.

Key Phrases for Contract Negotiation

Having the right words ready can make a significant difference. Here are some phrases to help you communicate clearly and professionally.

Phrases for Clarification

• "Just to confirm my understanding, this clause means that... Is that correct?"
• "So, to paraphrase, what you're proposing is..."
• "Could you elaborate on what is covered by 'reasonable assistance' in this context?"
• "For our records, could you spell out that company name/specific term?"

Phrases for Proposing Changes

• "We'd like to suggest an amendment to clause 4.3."
• "Our proposal is to rephrase the first sentence of section 6 to read as follows..."
• "Would you be open to considering an alternative here? For instance, we could..."

Phrases for Agreeing or Conceding

• "That seems fair. We can agree to that change."
• "Given your explanation, we are now comfortable with clause 5 as written."
• "On that particular point, we are willing to be flexible."

Phrases for Disagreeing Politely

• "We have some concerns about that particular clause."
• "I'm afraid we can't agree to that in its current form. The primary issue for us is..."
• "That might be challenging from our side. Here's why... Perhaps we could explore another option?"

After the Call: Confirming and Finalizing

Never assume a verbal agreement on a call is final. The most critical step in securing the terms you negotiated is the written follow-up.

The Crucial Follow-Up Email

As soon as possible after the call, send a summary email. This creates a written record of the discussion and prevents future misunderstandings.

Your email should include:

• A brief thank you for the productive conversation.
• A clear, bulleted list of all the points that were agreed upon. Reference clause numbers for absolute clarity.
  • Example: "As discussed, we agreed to the following amendments:
    • Clause 3.2 (Payment Terms): To be changed from Net 60 to Net 45.
    • Clause 7.1 (Termination): Notice period to be amended from 30 days to 60 days for both parties."
• A list of any open items that still require discussion or internal review.
• A clear statement of the next step. Usually, this is sending a revised version of the contract.
  • Example: "I will now update the agreement to reflect these changes and will send you a redlined version for your final review by tomorrow."

Managing Redlines

A "redline" is a version of the document that uses tracked changes to show exactly what has been added, removed, or changed. When you send or receive a redlined contract, review it carefully to ensure it perfectly matches the summary email and that no other changes have been made.

Common Mistakes to Avoid

• Assuming You Understood: Legal English is complex. If you are even slightly unsure about a term like "indemnification," "jurisdiction," or "force majeure," ask for an explanation. It is better to ask a simple question than to make a costly assumption.
• Negotiating Against Yourself: Don't offer a second concession if the other party hasn't responded to your first one. State your proposal and wait for their response.
• Feeling Rushed: It is perfectly acceptable and professional to say, "That's an interesting point. I need a moment to consider it," or "I will need to discuss this proposal with my team and get back to you." High-pressure tactics to force an immediate decision are a red flag.

Using Tools to Support Your Negotiation

Navigating a complex negotiation in a second language is challenging, and modern tools can provide valuable support.

A live transcript of the call allows you to quickly scroll back and confirm a specific number or phrase without interrupting the speaker. This ensures your notes are accurate. For non-native speakers, having a tool that helps you draft precise phrasing in real-time can be a major confidence booster. An AI prompter, like the one in Subtl, can suggest clear, professional English phrasing for your counter-proposals, grounded in your own notes and the contract document you're discussing.

After the call, an AI-generated summary can serve as a great starting point for your crucial follow-up email. You can use it to double-check your own notes and ensure no agreed-upon points are missed. If you use any transcription tool, remember that in many places you must get consent from all participants on the call. You can learn more about your responsibilities in our guide to call laws.

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Ultimately, successful contract negotiation is a skill built on preparation, clear communication, and meticulous confirmation. By following a structured process, you can navigate these conversations effectively, even when English isn't your first language.

Tools like Subtl are designed to bridge language gaps in real-time, providing live translation, AI-powered phrasing, and accurate meeting notes to help you communicate with clarity and confidence. You can learn more and try it for free at subtl.me.